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China Minsheng Banking Corp., Ltd. — Proxy Solicitation & Information Statement 2024
Sep 30, 2024
50324_rns_2024-09-30_ccd1b6d9-7839-45a2-aa8d-097a97893d0a.pdf
Proxy Solicitation & Information Statement
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.
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中國民生銀行股份有限公司 CHINA MINSHENG BANKING CORP., LTD.
(a joint stock company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 01988)
NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING FOR 2024
NOTICE IS HEREBY GIVEN that the first extraordinary general meeting for 2024 (the “ EGM ”) of China Minsheng Banking Corp., Ltd. (the “ Bank ”) will be held at 10:00 a.m. on Friday, 25 October 2024 at Conference Room No. 3, 1/F, Minsheng Bank East Gate, No. 28 Xirongxian Lane, Xicheng District, Beijing, the PRC, for the consideration and, if thought fit, passing of the following resolutions (special resolution is marked by *):
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Resolution on the Interim Profit Distribution Plan for 2024 of the Bank
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Resolution on the Termination of Appointment of the Auditing Firms for 2024 of the Bank
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Resolution on the Appointment and Remuneration of the Auditing Firms for 2024 of the Bank
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*Resolution on the Amendments to the Articles of Association of the Bank
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Resolution on the Amendments to the Rules of Procedure for the Shareholders’ General Meeting of the Bank
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Resolution on the Amendments to the Rules of Procedure for the Board of Directors of the Bank
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Resolution on the Amendments to the Rules of Procedure for the Board of Supervisors of the Bank
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CLOSURE OF REGISTER OF MEMBERS
The register of members of the Bank will be closed from Tuesday, 22 October 2024 to Friday, 25 October 2024 (both days inclusive), during which period no transfer of Shares will be effected. For unregistered H Shareholders who intend to attend the EGM, all Share certificates and the Share transfer documents must be lodged with the Bank’s H Share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Monday, 21 October 2024. H Shareholders whose names appear on the register of members of the Bank on Friday, 25 October 2024 will be entitled to attend and vote at the EGM.
The register of members of the Bank will be closed from Thursday, 31 October 2024 to Tuesday, 5 November 2024 (both days inclusive), during which period no transfer of Shares will be effected. For unregistered H Shareholders who wish to be eligible to receive the cash dividend, all Share certificates and the Share transfer documents must be lodged with the Bank’s H Share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Wednesday, 30 October 2024. H Shareholders whose names appear on the register of members of the Bank on Tuesday, 5 November 2024 will be entitled to receive the dividend (subject to the approval by Shareholders at the EGM).
By Order of the Board CHINA MINSHENG BANKING CORP., LTD. Gao Yingxin Chairman
2 October 2024
As at the date of this notice, the Executive Directors of the Bank are Mr. Gao Yingxin, Mr. Wang Xiaoyong and Mr. Zhang Juntong; the Non-Executive Directors are Mr. Zhang Hongwei, Mr. Liu Yonghao, Mr. Shi Yuzhu, Mr. Song Chunfeng and Mr. Zhao Peng; and the Independent Non-executive Directors are Mr. Qu Xinjiu, Ms. Wen Qiuju, Mr. Song Huanzheng, Mr. Yeung Chi Wai, Jason, Mr. Cheng Fengchao and Mr. Liu Hanxing.
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Notes:
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Any member of the Bank entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote in his/her stead. A proxy need not be a member of the Bank. If more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which each such proxy is so appointed.
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Shareholders of the Bank shall appoint their proxies in writing. The form of proxy shall be signed by the Shareholder or his/her/its attorney who has been authorized in writing. If the Shareholder is a corporation, the form of proxy shall be affixed with the corporation’s seal or signed by its director, or its attorney duly authorized in writing. If the form of proxy is signed by the attorney of the Shareholder, the power of attorney or other authorization document shall be notarized. For holders of H Shares, the aforementioned documents must be lodged with the H Share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 24 hours before the time appointed for holding the EGM (i.e. not later than 10:00 a.m. on Thursday, 24 October 2024) in order for such documents to be valid. Completion and delivery of the form of proxy shall not preclude a member of the Bank from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
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Shareholders who intend to attend the EGM (in person or by proxy) shall complete and deliver the reply slip of EGM to Computershare Hong Kong Investor Services Limited or the office of the Board of the Bank by hand, post or fax on or before Monday, 21 October 2024.
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Shareholders shall produce their identification documents when attending the EGM.
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If a proxy attends the EGM on behalf of a Shareholder, he/she shall produce his/her identification document and the power of attorney or other documents signed by the appointer or his/her attorney, which specify the date of its issuance. If a representative of a corporate Shareholder attends the EGM, such representative shall produce his/her identification document and the notarized copy of the resolution passed by the board of directors or other authority or other notarized copy of any authorization documents issued by such corporate Shareholder.
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The EGM is expected to last for half a day. Shareholders who attend the EGM (in person or by proxy) shall bear their own travelling, accommodation and other expenses.
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For details of the relevant resolutions, please refer to the circular of the Bank dated 2 October 2024.
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References to times and dates of this notice are to Hong Kong times and dates.
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